Starting from 13 October 2019 the Minister of Finance will keep a Central Register of Real Beneficiaries (CRBR) i.e. an electronic register of natural persons exercising control over Polish commercial companies, the so-called real beneficiaries (CRBR).

For companies established and existing before 13 October 2019 a deadline of six months was provided for reporting the required data i.e. until 13 April 2020 and companies established after that date will have to provide the necessary information within 7 days from the date of entry in the register of entrepreneurs – KRS. The law also provides a 7 day deadline to update the reported data in the event of their change.

Notification will be submitted by means of electronic communication, based on a model notification let out for use by the Minister of Finance with a qualified electronic signature or a signature confirmed by a trusted profile e PUAP

Notification in electronic form is forwarded by a person representing the company (most often management board member/partner). Although, regulations do not preclude a notification made by a proxy, only the central registry system will show whether this will be possible in practice.

Failure to comply with the notification requirement may result in a financial penalty for the Company up to 1 000 000 PLN.

At the same time, a person submitting information (management board member/partner) on real beneficiaries and its updating will be liable for damage caused by reporting false data to the Register and not reporting data within the statutory period, including changes in data covered by an entry in the Register, except for cases when damage occurred as a result of force majeure or solely the fault of the injured or a third party for which a person submitting information on real beneficiaries and updating it, is not responsible.

Definition of a real beneficiary is very extensive. A full definition is indicated in Art. 2 clause 2 point 1) of the Act of 1 March 2018 on prevention of money-laundering and terrorist financing. For example a real beneficiary may be a person who acts as: − a partner in a partnership; − a natural person who is a shareholder or stockholder and holds more than 25% of the total number of shares or stocks of that legal person; − a natural person who holds more than 25% of the total number of votes in the company’s decision-making body, also as a pledgee or user or based on agreements with other persons entitled to vote; − a natural person exercising control over a legal person or legal persons who jointly have an ownership right of more than 25% of the total number of shares or stocks of the customer, or who jointly hold more than 25% of the total number of votes in company’s body of the customer; − a natural person in a senior management position. In the case of international capital groups with a complicated ownership structure identification of a real beneficiary may be difficult or even impossible. In that case natural persons holding higher management positions will be considered as real beneficiaries in the structure of a parent company within a given capital group. As part of the Register, various information about the real beneficiary will be accessible openly and free of charge: − first name and surname, − citizenship, − country of residence, − PESEL number or date of birth – in the case of a person who has no PESEL number, − information on the size and nature of share or entitlements of the real beneficiary.

− a partner in a partnership;

− a natural person who is a shareholder or stockholder and holds more than 25% of the total number of shares or stocks of that legal person; − a natural person who holds more than 25% of the total number of votes in the company’s decision-making body, also as a pledgee or user or based on agreements with other persons entitled to vote;

− a natural person exercising control over a legal person or legal persons who jointly have an ownership right of more than 25% of the total number of shares or stocks of the customer, or who jointly hold more than 25% of the total number of votes in company’s body of the customer;

− a natural person in a senior management position.

In the case of international capital groups with a complicated ownership structure identification of a real beneficiary may be difficult or even impossible. In that case natural persons holding higher management positions will be considered as real beneficiaries in the structure of a parent company within a given capital group.

As part of the Register, various information about the real beneficiary will be accessible openly and free of charge: − first name and surname, − citizenship, − country of residence, − PESEL number or date of birth – in the case of a person who has no PESEL number, − information on the size and nature of share or entitlements of the real beneficiary.